Fort Walton Beach Ordinance — 2034--EDATE American Elite PPE- Project PPE — reading text

certification statement ( the " Annual Report") to the Economic Development Council of Okaloosa County and the City of Fort Walton Beach on or before February 15 of each Tax Year of the Exemption Period, which shall be defined as } P ,, 1Q) tax years commencing with Tax Year 20,21 through Tax Year 203, 1. The Annual Report shall verify that ( 1) the information provided in the Application has not changed, or ( 2) in the event the information has changed, that the Annual Report shall set forth the changes in detail and any supporting documentation that may be necessary. The Business Maintenance and Continuing Performance Conditions contained in Section 3 may not be altered by the Annual Report. 3 2. The Annual Report shall certify and provide documentation that demonstrates the Company' s compliance with the Business Maintenance and Continuing Performance Conditions as set forth in Section 3 of this Agreement. The Annual Report shall contain a certification that the information contained therein is true and correct to the best of the certifier' s knowledge and belief. The certification statement ( example attached herein) shall be signed by an individual with authority to execute the Annual Report on behalf of the Company and shall be sworn to before a Notary Public of the State of Florida. The documentation provided shall demonstrate compliance with each of the requirements of this Agreement. Documentation establishing compliance with any job creation requirements shall set forth the number of jobs created and the average annual wages for these positions. The documentation shall also establish that the required number of jobs created were in existence as of January 1 of each Tax Year within the Exemption Period, all in accordance the Application. 3. The City and EDC shall review the submitted Annual Report and upon determination that all applicable submittals have been included, will then forward a copy to the Office of Property Appraiser ( the " Property Appraiser") for their review and processing. The Submittal to the Property Appraiser shall be accomplished by March 1 of each Tax Year during the Exemption Period, unless special circumstances exist. 4. The City and the EDC shall have the authority to make on- site inspections, as they deemed necessary, however, they shall be under no obligation to do so. Further, the representatives of the Property Appraiser shall be given access to the site as they deem necessary for the performance of their functions. 5. The parties acknowledge and agree that nothing contained in this Agreement shall require the Company to provide the City or the EDC with any confidential, personal or otherwise sensitive employee information. 4  6. No EDATE Exemption shall be granted for any Tax Year within the Exemption Period unless it is determined that the Company is in full compliance with the Business Maintenance and Continuing Performance Conditions as set forth in Section 3 of this Agreement. SECTION 5: COMPIdANCE WITH EDATE EXEMPTION ORDINANCE. In conjunction with the execution of this Agreement, the City will adopt an Exemption Ordinance. The Company shall comply with all terms and conditions set forth in the Exemption Ordinance, as well as any policies, procedures and guidelines adopted by the City related to the EDATE Exemption. The Company shall be provided copies of any such policy, procedures and guidelines. SECTION 6: ADMINISTRATION OF PERFORMANCE REQUIREMENTS. The Company' s compliance with this Agreement shall be annually reviewed to determine that it has satisfied the Business Maintenance and Continuing Performance Conditions set forth in Section 3 of this Agreement. A. In the event the Company fails to satisfy the Business Maintenance and Continuing Performance Conditions set forth in Section 3 of this Agreement or fails to comply with the Exemption Ordinance, then it shall not be entitled to an EDATE Exemption for that Tax Year. The failure to satisfy the Business Maintenance and Continuing Performance Conditions for a Tax Year within the Exemption Period shall not preclude the Company from qualifying for an EDATE Exemption under this Agreement for a subsequent Tax Year. However, the Company must continue to be in full compliance with all of the requirements of the Business Maintenance and Continuing Performance Conditions set forth in Section 3 of this Agreement for that particular Tax Year. B. If it is determined that for any Tax Year within the Exemption Period, that the Company received an exemption to which it was not entitled, then the City shall be entitled to seek payment of the taxes for that Tax Year along with attorney' s fees, costs and interest at the maximum rate allowed by law. C. This section shall survive termination of this Agreement. 5 SECTION 7: ASSIGNMENT. The rights and privileges granted pursuant to the Exemption and this Agreement are not assignable or transferable in any manner without the written consent of the City and the amendment of the Ordinance. SECTION 8: BINDING EFFECT, REPRESENTATIONS AND WARRANTIES. A. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors, notwithstanding changes in corporate or other governance. B. The Company represents and warrants to the City that as of the date hereof and throughout the term of this Agreement: 1. The Company is a for profit corporation, duly organized under the laws of the State of Florida or authorized to do business in Florida, maintains a place of business within the State of Florida, and is validly existing and is doing business in the State of Florida as Project PPE. 2. The Company has the power and authority to own its properties and assets and to carry on its business as now being conducted and has the power and authority to execute and perform this Agreement. 3. This Agreement: ( a) is the lawful, valid and binding agreement of the Company in its corporate name enforceable against the Company in accordance with its terms; ( b) does not violate any order of any court or other agency of government binding on the Company, the charter documents of the Company or any provision of any indenture, agreement or other instrument to which the Company is a party; and ( c) does not conflict with, result in a breach of, or constitute an event of default, or an event which, with notice or lapse of time, or both, would constitute an event of default, under any material indenture, agreement or other instrument to which the Company in its corporate name is a party; D  4. The Company has not received written notice of any action having been filed against the Company that challenges the validity of this Agreement or the Company' s right and power to enter into and perform this Agreement; and 5. The signatory hereto has the authority to execute this Agreement and to bind the Company to the terms and conditions set forth herein. SECTION 9: TERM AND TERNIINATION. This Agreement shall be effective upon its full execution. Unless terminated for cause in accordance with applicable law, this Agreement shall terminate upon expiration of the Exemption Period. SECTION 10: ADDITIONAL PROVISIONS. A. VALIDITY. After consultation with their respective legal counsel, the City and the Company each represents and warrants to the other its respective authority and power under Florida law to enter into this Agreement, acknowledges the validity and enforceability of this Agreement, and waives any future right of defense based on claim of illegality, invalidity or unenforceability of any nature. B. AMENDMENTS. This Agreement may be amended, in writing, by the mutual consent of the parties. C. INDEMNIFICATION. To the fullest extent permitted by law, the Company shall indemnify and hold harmless the City and the EDC, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the Company and other persons employed or utilized by the Company in the performance of this Agreement. D. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties with respect to the transaction contemplated herein and supersedes all prior written or oral negotiations, commitments or writings. All future modifications to this agreement shall be in writing signed by both parties. E. ATTORNEYS FEES. If any legal action is brought by either party relating to this Agreement, the prevailing party will be entitled to reimbursement by the other party of its reasonable attorneys' fees and costs. F. GOVERNING LAW AND VENUE. This Agreement shall be interpreted in accordance with the laws of the State of Florida without regard to its principles of conflicts of laws. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County, Florida. G. NOTICES. Any notices required under this Agreement shall be in writing and be addressed to the parties as shown below. Notices shall be delivered by certified or registered first class mail or by commercial courier service and shall be deemed to have been given or made as of the date received. 8 NOTICES: AS TO THE CITY: Michael Beedie City Manager AS TO THE ECONOMIC DEVELOPMENT COUNCIL OF OKALOOSA COUNTY: Nathan Sparks Executive Director AS TO COMPANY: American Elite PPE 161 Hill Avenue Fort Walton Beach, FL 32548 IN WITNESS WHEREOF, the parties hereto have caused this document to be executed on the day and year first hereinabove written. CITY OF FORT WALTON BEACH Dick Rynears n, Mayor ATTEST: Print Name Date: z Z o7 v Witnesses: Signature 10  b a rom 0 cL+1 m— n = a c v mn moK dcd o'  ECONOMIC DEVELOPMENT AD VALOREM PROPERTY TAX EXEMPTION DR -418